Chapter 21 — CORPORATIONS AND OTHER COMPANIES
1,159 sections in this chapter.
Neb. Rev. Stat. § 21-239 Issued and outstanding shares.
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(MBCA 6.03) (a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or canceled. (b) The reacquisition, redemption, or conve…
Neb. Rev. Stat. § 21-240 Fractional shares.
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(MBCA 6.04) (a) A corporation may: (1) Issue fractions of a share or pay in money the value of fractions of a share; (2) Arrange for disposition of fractional shares by the shareholders; and (3) Issue scrip in registered or bearer form entitling the holder to receive a full share…
Repealed. Laws 1983, LB 599, § 15.
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[Repealed or reserved.]
Repealed. Laws 1983, LB 599, § 15.
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[Repealed or reserved.]
Repealed. Laws 1983, LB 599, § 15.
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[Repealed or reserved.]
Repealed. Laws 1983, LB 599, § 15.
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[Repealed or reserved.]
Repealed. Laws 1983, LB 599, § 15.
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[Repealed or reserved.]
Repealed. Laws 1983, LB 599, § 15.
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[Repealed or reserved.]
Repealed. Laws 1983, LB 599, § 15.
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[Repealed or reserved.]
Repealed. Laws 1983, LB 599, § 15.
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[Repealed or reserved.]
Repealed. Laws 1983, LB 599, § 15.
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[Repealed or reserved.]
Neb. Rev. Stat. § 21-241 Subscription for shares before incorporation.
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(MBCA 6.20) (a) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation. (b) The board of directors may determine the payment terms o…
Repealed. Laws 1983, LB 599, § 15.
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[Repealed or reserved.]
Repealed. Laws 1983, LB 599, § 15.
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[Repealed or reserved.]
Repealed. Laws 1983, LB 599, § 15.
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[Repealed or reserved.]
Repealed. Laws 1983, LB 599, § 15.
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[Repealed or reserved.]
Repealed. Laws 1983, LB 599, § 15.
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[Repealed or reserved.]
Repealed. Laws 1983, LB 599, § 15.
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[Repealed or reserved.]
Repealed. Laws 1983, LB 599, § 15.
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[Repealed or reserved.]
Repealed. Laws 1983, LB 599, § 15.
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[Repealed or reserved.]
Repealed. Laws 1988, LB 1110, § 26.
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[Repealed or reserved.]
Repealed. Laws 1988, LB 1110, § 26.
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[Repealed or reserved.]
Neb. Rev. Stat. § 21-242 Issuance of shares.
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(MBCA 6.21) (a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation. (b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or b…
Repealed. Laws 1988, LB 1110, § 26.
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[Repealed or reserved.]
Repealed. Laws 1988, LB 1110, § 26.
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[Repealed or reserved.]
Repealed. Laws 1988, LB 1110, § 26.
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[Repealed or reserved.]
Repealed. Laws 1988, LB 1110, § 26.
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[Repealed or reserved.]
Repealed. Laws 1988, LB 1110, § 26.
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[Repealed or reserved.]
Repealed. Laws 1988, LB 1110, § 26.
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[Repealed or reserved.]
Repealed. Laws 1988, LB 1110, § 26.
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[Repealed or reserved.]
Repealed. Laws 1988, LB 1110, § 26.
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[Repealed or reserved.]
Repealed. Laws 1988, LB 1110, § 26.
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[Repealed or reserved.]
Repealed. Laws 1988, LB 1110, § 26.
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[Repealed or reserved.]
Neb. Rev. Stat. § 21-243 Liability of shareholders.
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(MBCA 6.22) (a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued under section 21-242 or specified in the subscription ag…
Repealed. Laws 1988, LB 1110, § 26.
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[Repealed or reserved.]
Neb. Rev. Stat. § 21-2431 Act, how cited.
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Sections 21-2431 to 21-2453 shall be known and may be cited as the Shareholders Protection Act.
Neb. Rev. Stat. § 21-2432 Legislative declarations.
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It is declared that: (1) This state has traditionally regulated the affairs of corporations, including the regulation of mergers and other business combinations. The United States Supreme Court has recently reaffirmed the power of states to regulate these affairs; (2) Issuing pub…
Neb. Rev. Stat. § 21-2433 Definitions, where found.
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For purposes of the Shareholders Protection Act, unless the context otherwise requires, the definitions found in sections 21-2434 to 21-2447 shall be used.
Neb. Rev. Stat. § 21-2434 Acquiring person, defined.
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Acquiring person shall mean a person who makes or proposes to make a control-share acquisition. If two or more persons act as a partnership, limited partnership, limited liability company, syndicate, or other group pursuant to any agreement, arrangement, relationship, or understa…
Neb. Rev. Stat. § 21-2435 Affiliate, defined.
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Affiliate shall mean a person who directly or indirectly controls, is controlled by, or is under common control with another person.
Neb. Rev. Stat. § 21-2436 Associate, defined.
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Associate, when used to indicate a relationship with any person, shall mean any of the following: (1) Any corporation, limited liability company, or organization of which the person is an officer, director, member, or partner or is, directly or indirectly, the owner of ten percen…
Neb. Rev. Stat. § 21-2437 Business combination, defined.
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Business combination, when used in reference to any issuing public corporation and any interested shareholder of the issuing public corporation, shall mean: (1) Any merger or consolidation of the issuing public corporation or any subsidiary of the issuing public corporation with:…
Neb. Rev. Stat. § 21-2438 Control, controlling, controlled by, or under common control with, defined.
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Control, controlling, controlled by, or under common control with shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or other…
Neb. Rev. Stat. § 21-2439 Control-share acquisition, defined.
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Control-share acquisition shall mean an acquisition, directly or indirectly, by an acquiring person of ownership of voting stock of an issuing public corporation that, except for the Shareholders Protection Act, would, when added to all other shares of the issuing public corporat…
Neb. Rev. Stat. § 21-244 Share dividends.
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(MBCA 6.23) (a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share divide…
Neb. Rev. Stat. § 21-2440 Interested shareholder, defined.
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Interested shareholder shall mean any person, other than the issuing public corporation or any subsidiary of the issuing public corporation, who is (1) the owner, directly or indirectly, of ten percent or more of the outstanding voting stock of such corporation or (2) an affiliat…
Neb. Rev. Stat. § 21-2441 Interested shares, defined.
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Interested shares shall mean the voting stock of an issuing public corporation owned by an acquiring person.
Neb. Rev. Stat. § 21-2442 Issuing public corporation, defined.
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Issuing public corporation shall mean: (1) A domestic corporation (a) which has one hundred or more shareholders and (b) which has (i) its principal executive offices within Nebraska, (ii) assets in Nebraska with a market value of at least ten million dollars, or (iii) ten percen…
Neb. Rev. Stat. § 21-2443 Owner, defined.
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Owner, when used with respect to any stock of any class or series, shall mean a person who individually or with or through any affiliates or associates (1) beneficially owns such stock, directly or indirectly, (2) has (a) the right to acquire such stock, whether such right is exe…
Neb. Rev. Stat. § 21-2444 Person, defined.
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Person shall mean any individual, corporation, partnership, limited liability company, unincorporated association, or other entity.